Merker Brian Frederick 4

What Happened
Brian Frederick Merker, Chief Financial Officer of New Horizon Aircraft Ltd. (HOVR), was granted 312,500 performance share units (PSUs) on 2026-02-10. The grant is reported as an award/acquisition (derivative) at $0.00 per unit—there was no cash purchase. Each PSU represents a contingent right to receive one Class A ordinary share if vesting conditions are met.

Key Details

• Transaction date: 2026-02-10; Form 4 filed: 2026-02-12 (appears timely — within the usual two-business-day reporting window).
• Instrument: 312,500 PSUs (derivative award); acquisition price reported $0.00.
• Shares owned after the transaction: Not specified in the provided filing excerpt.
• Footnote summary of vesting conditions:
  • 50% of PSUs vest based on market capitalization targets tied to a $250,000,000 target (80% of that target—$200M—triggers 80% of this 50% portion, with the remainder vesting pro rata between 80% and 100% of target).
  • 50% vest based on relative total shareholder return (TSR) vs. the Russell Microcap Index measured over any two-year period commencing on the grant date and ending on the PSU expiry date.
• Transaction code: A = award/grant (derivative); no exercise or sale occurred.

Context
PSUs are conditional compensation rather than immediate stock ownership. They convert to company shares only if specified performance targets are met, so this grant does not signal an immediate buy or sell by the insider. Such awards are commonly used to align executive pay with long-term company performance; retail investors should treat them as contingent incentives rather than direct capital commitments.